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Directors Resolution For Dividends for Singapore

Directors Resolution For Dividends Template for Singapore

A Directors Resolution For Dividends is a formal document under Singapore law that records the board's decision to declare and pay dividends to shareholders. It includes crucial elements such as the solvency statement required under the Companies Act, financial justification for the dividend payment, and detailed payment terms. The resolution must comply with Singapore's corporate governance requirements and demonstrate proper consideration of the company's financial position.

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Directors Resolution For Dividends

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What is a Directors Resolution For Dividends?

A Directors Resolution For Dividends is required whenever a Singapore company's board decides to distribute profits to shareholders. This formal document serves as evidence of proper corporate governance and compliance with the Companies Act 1967. It must include specific elements such as the solvency statement, confirmation of available profits, and dividend payment details. The resolution protects directors by documenting their due diligence in deciding dividend payments and ensures compliance with statutory requirements for corporate distributions.

What sections should be included in a Directors Resolution For Dividends?

1. Meeting Details: Date, time, location/mode of meeting, directors present

2. Chairperson: Appointment of chairperson for the meeting

3. Quorum: Confirmation that quorum requirements are met

4. Financial Review: Review of company's financial position and available profits

5. Solvency Statement: Directors' confirmation of company's solvency under Companies Act requirements

6. Dividend Declaration: Amount, type, and payment details of dividend

7. Resolution: Formal resolution text approving dividend payment

What sections are optional to include in a Directors Resolution For Dividends?

1. Record Date: Setting the record date for determining shareholder entitlements (required for listed companies or multiple shareholders)

2. Tax Considerations: Details of tax treatment and withholding requirements for dividend payments

What schedules should be included in a Directors Resolution For Dividends?

1. Financial Statements: Relevant financial statements supporting the dividend declaration

2. Solvency Projections: Cash flow projections supporting the solvency statement

3. Shareholder Details: List of shareholders and their respective dividend entitlements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions


















Clauses















Industries

Companies Act 1967 - Section 403: Primary legislation governing declaration of dividends in Singapore, setting out basic requirements and procedures for dividend declarations

Companies Act 1967 - Section 403A: Specific provisions relating to interim dividends, including requirements and procedures for interim dividend declarations

Companies Act 1967 - Section 76: Restrictions on dividend payments, including capital maintenance rules and circumstances under which dividends cannot be paid

Income Tax Act 1947: Tax implications of dividend distributions, including withholding tax requirements and tax treatment of different types of dividends

Solvency Test: Legal requirement that company must be solvent before and after dividend payment, including ability to pay debts as they become due

Profit Source Requirement: Legal requirement that dividends must be paid only from profits and not from share capital

Corporate Governance Requirements: Board approval procedures, documentation requirements, and compliance with company's constitution for dividend declarations

Financial Position Assessment: Evaluation of available profits for distribution, maintenance of necessary reserves, and current financial position of company

Teams

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